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                                                                    EXHIBIT 10.1

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                            WACHOVIA INVESTMENTS, LLC
[LOGO]                   WACHOVIA CAPITAL MARKETS, LLC
                              ONE WACHOVIA CENTER
                            301 SOUTH COLLEGE STREET
                            CHARLOTTE, NC 28288-0737

                                                                    CONFIDENTIAL

                                February 2, 2007

Belden CDT Inc.
7701 Forsyth, Suite 800
St. Louis, Missouri 63105
Attention: Stephen H. Johnson, Treasurer

                        Re: Commitment Letter
                            $325 Million Senior Secured Credit Facilities

Ladies and Gentlemen:

      You have advised Wachovia Bank, National Association ("Wachovia Bank"),
Wachovia Investment Holdings, LLC ("Wachovia Investments") and Wachovia Capital
Markets, LLC ("Wachovia Securities" and, together with Wachovia Bank and
Wachovia Investments, the "Wachovia Parties" or "we" or "us") that Belden CDT
Inc. (the "Borrower" or "you"), seeks financing (a) to refinance the existing
senior secured credit facility (the "Existing Credit Facility") of the Borrower
(the "Refinancing"), (b) for ongoing working capital requirements and other
general corporate purposes, including, without limitation, (i) the acquisition
(the "Project Strikezone Acquisition") by a subsidiary of the Borrower of the
Hirschmann Automation and Control Business Segment of Hirschmann Industries GmbH
("HAC") and (ii) the acquisition (the "Project Fountain Acquisition" and
together with the Project Strikezone Acquisition, the "Acquisitions") by a
subsidiary of the Borrower of the Electronic Division of LTK Industries Ltd.
("Electronics" and together with HAC, the "Acquired Companies") and (c) to pay
fees and expenses in connection with the Refinancing, the Acquisitions and the
Facilities (defined below), all as more fully described in the Summary of
Proposed Terms and Conditions attached hereto as Annex A (the "Term Sheet"). The
Term Sheet describes the general terms and conditions for senior secured credit
facilities of up to $325 million to the Borrower consisting of (i) a senior
secured term loan facility of up to $125 million (the "Term Loan Facility") and
(ii) a senior secured revolving credit facility of up to $200 million (the
"Revolving Credit Facility" and, together with the Term Loan Facility, the
"Facilities"). The date on which the Facilities are closed is referred to as the
"Closing Date".

      As used herein, the term "Transactions" means, collectively, the
Refinancing, the Acquisitions, the borrowings under the Facilities and the
payment of fees, commissions and expenses in connection with each of the
foregoing. This letter, including the Term Sheet, is hereinafter referred to as
the "Commitment Letter".

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      1. Commitments.

      (a) You have requested that Wachovia Bank and Wachovia Investments commit
to provide the Facilities. Wachovia Bank is pleased to advise you of its
commitment to provide to the Borrower 100% of the principal amount of the
Revolving Credit Facility (the "Wachovia Bank Commitment") and Wachovia
Investments is pleased to advise you of its commitment to provide to the
Borrower 100% of the principal amount of the Term Loan Facility (the "Wachovia
Investment Commitment"; together with the Wachovia Bank Commitment, the
"Commitments"), upon the terms and subject to the conditions set forth in this
Commitment Letter and in the Term Sheet. The Commitments of Wachovia Bank and
Wachovia Investments hereunder shall be reduced by the amount of any
corresponding commitments received through syndication from the other Lenders
(defined below).

      (b) Wachovia Securities shall secure commitments for the Facilities from a
syndicate of banks, financial institutions and other entities (such financial
institutions and other entities committing to the Facilities, including Wachovia
Bank and Wachovia Investments, the "Lenders") upon the terms and subject to the
conditions set forth in this Commitment Letter and in the Term Sheet. Wachovia
Securities, acting alone or through or with affiliates selected by it, will act
as the sole lead bookrunner and sole lead arranger (in such capacity, the
"Arranger") in arranging and syndicating the Facilities. Wachovia Bank will act
as the sole administrative agent (in such capacity, the "Revolving
Administrative Agent") for the Revolving Credit Facility and Wachovia
Investments will act as the sole administrative agent (in such capacity, the
"Term Loan Administrative Agent" and together with the Revolving Administrative
Agent, collectively, the "Administrative Agents") for the Term Loan Facility.

      (c) Effective upon your agreement to and acceptance of this Commitment
Letter and continuing through the expiration of this Commitment Letter, you will
not solicit, initiate, entertain or permit, or enter into any discussions with
any other bank, investment bank, financial institution, person or entity in
respect of any offering, placement or arrangement of the Facilities or any other
financing similar to, or as a replacement of, the Facilities (other than the
Proposed First Amendment (defined below) or a high yield offering arranged by
Wachovia Securities).

      (d) Notwithstanding anything to the contrary contained herein, if the
proposed amendment to the Existing Credit Facility set forth in the most recent
draft of the First Amendment to Credit Agreement and Waiver (the "Proposed First
Amendment") is approved and becomes effective prior to the Closing Date, then
(i) the Wachovia Bank Commitment shall terminate, (ii) the Wachovia Investments
Commitment shall continue and (iii) the Term Loan Facility shall be effectuated
pursuant to Section 2.5 of the Amended Existing Credit Agreement (as defined
below) as an Incremental Term Loan (subject to the terms hereof and the terms of
the Amended Existing Credit Agreement). The Existing Credit Agreement, as
amended by the Proposed First Amendment shall be referred to herein as the
"Amended Existing Credit Agreement".

      2. Conditions to Commitments. The Commitments of Wachovia Bank and
Wachovia Investments and the undertakings of Wachovia Securities hereunder are
subject to:

      (a) your written acceptance, and compliance with the terms and conditions,
of a letter dated the date hereof from the Wachovia Parties to you (the "Fee
Letter") pursuant to which you agree to pay, or cause to be paid, to the
Wachovia Parties for their account certain fees and expenses and to fulfill
certain other obligations in connection with the Facilities;

      (b) our being satisfied that, after the date hereof and until the
completion of a successful syndication of the Facilities, none of the Borrower
nor any of its subsidiaries shall have announced, arranged, syndicated or issued
any debt financing (including convertible securities (other than the

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issuance of the New Subordinated Debt Securities (as defined and described in
the Proposed First Amendment)) but excluding any high yield offering arranged by
Wachovia Securities) without our prior written consent, other than the
Facilities;

      (c) since December 31, 2005, there not having occurred any material
adverse condition or material adverse change in, or the occurrence of any
circumstance or condition that could reasonably be expected to result in a
material adverse effect on, or affecting, the business, operations, property,
assets or financial condition of the Borrower and its subsidiaries, taken as a
whole;

      (d) our having completed all confirmatory legal, tax, accounting,
business, financial, environmental and ERISA due diligence concerning the
Borrower and its subsidiaries (including the Acquired Companies) in scope and
with results in all respects satisfactory to the Arranger in its sole
discretion;

      (e) the accuracy and completeness in all material respects of all factual
representations that you and your affiliates make to the Wachovia Parties and
your compliance with the terms of this Commitment Letter (including the Term
Sheet); and

      (f) the satisfaction of all other conditions described herein and in the
Term Sheet.

      3. Syndication.

      (a) The Arranger shall have had a reasonable opportunity and reasonable
period of time in which to complete such syndication (which shall be at least 30
days following your acceptance of this Commitment Letter and the Fee Letter).
The Arranger may, at its option, conduct or conclude syndication before or after
the closing of the Facilities.

      (b) You will actively assist us in achieving a timely syndication of the
Facilities that is reasonably satisfactory to us. Upon our request you will (i)
make available (including at one or more meetings of prospective Lenders) your
representatives on reasonable prior notice and at reasonable times and places,
(ii) use your commercially reasonable efforts to ensure that the Facilities have
received a rating from Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors Service, Inc.
("Moody's"), at least 30 days prior to the Closing Date and (iii) use your
commercially reasonable efforts to assist our syndication efforts through your
existing lending relationships.

      (c) The Arranger and/or one or more of its affiliates, in consultation
with the Borrower, will exclusively manage all aspects of the syndication of the
Facilities, including decisions as to the selection and number of potential
Lenders to be approached, when they will be approached, whose commitments will
be accepted and the final allocations of the commitments and any related fees
among the Lenders (which fees shall be paid from, and not in addition to, the
compensation paid to the Wachovia Parties pursuant to this Commitment Letter and
the Fee Letter), and the Arranger will exclusively perform all functions and
exercise all authority as is customarily performed and exercised in such
capacities. Any titles or roles awarded to other Lenders are subject to the
Arranger's prior written approval. Neither we nor you shall pay any amount to a
Lender to obtain its commitment to participate in the Facilities in addition to
the amounts provided herein and in the Fee Letter.

      4. Information.

      (a) You represent and warrant that (i) all factual information (other than
the Projections, as defined below) concerning the Borrower and its subsidiaries
and the Transactions that has been or will be

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made available to the Wachovia Parties or the Lenders by you, or any of your
representatives, subsidiaries or affiliates (the "Information"') is, or will be
when furnished, complete and correct in all material respects and does not, or
will not when furnished, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements contained
therein not misleading, and (ii) all financial projections concerning the
Borrower and its subsidiaries that have been or will be made available to the
Wachovia Parties or the Lenders by you, or any of your representatives,
subsidiaries or affiliates (the "Projections") have been or will be prepared in
good faith based upon assumptions believed by the Borrower to be reasonable at
the time such Projections were or are furnished; provided, that the Borrower can
give no assurance that such Projections will be attained. You will supplement,
or cause to be supplemented, the Information and the Projections from time to
time until the Closing Date and, if requested by the Arranger, after the Closing
Date through the completion of a successful syndication of the Facilities so
that the conditions and representations and warranties contained in the
preceding sentence remain correct. We will be entitled to use and rely upon,
without responsibility to independently verify, the Information and the
Projections.

      (b) Upon our request you will (i) provide, and cause your affiliates and
advisors to provide, all information reasonably requested to assist the Arranger
and each Lender in their evaluation of the Transactions, (ii) provide to the
Arranger and cause your affiliates and advisors to provide Information,
Projections, and marketing materials and presentations (collectively, the
"Informational Materials") and assist in the preparation of materials to be used
in connection with marketing and presentation of the Facilities, (iii) designate
Informational Materials (A) that are either available to the public or not
material with respect to the Borrower and its subsidiaries or any of their
respective securities for purposes of United States federal and state securities
laws, as "Public Information" and (B) that are not Public Information as
"Private Information", and (iv) you shall have the sole responsibility to review
the Informational Material, which the Arranger shall make available to you, and
to confirm or designate to the Arranger and any Lender, Informational Material
as Public Information or Private Information.

      (c) The Wachovia Parties will make available the Informational Materials,
marketing materials and presentations to the potential Lenders by posting on
SyndTrak Online or by other comparable electronic means (collectively, the
"Electronic Means"). Potential Lenders, who identify themselves as "public
lenders" for the purpose of compliance with securities laws, may choose not to
receive Private Information and potential Lenders who determine that they are
permitted for purpose of compliance with securities laws to receive Private
Information, and who have identified themselves as such, may access Private
Information.

      5. Indemnification.

      (a) You agree to indemnify and hold harmless the Wachovia Parties and each
of their respective affiliates, directors, officers, employees, partners,
representatives and agents and each of their respective heirs, successors and
assigns (each, an "Indemnified Party") from and against any and all actions,
suits, losses, claims, damages, liabilities and expenses of any kind or nature,
joint or several, to which such Indemnified Party may become subject, related to
or arising out of (i) any element of the Transactions, including, without
limitation, the execution and delivery of this Commitment Letter, the Financing
Documentation (as defined in the Term Sheet) for the Facilities and the closing
of the Transactions and (ii) the use or the contemplated use of the proceeds of
the Facilities, and to reimburse any Indemnified Party for all reasonable
out-of-pocket expenses (including reasonable attorneys' fees, expenses and
charges) on demand as they are incurred in connection with the investigation of,
preparation for, or defense of any pending or threatened claim or any action or
proceeding arising therefrom; provided that no Indemnified Party shall have any
right to indemnification for any of the foregoing to the extent resulting from
its own gross negligence or willful misconduct as determined by a final
non-appealable judgment of a court of competent jurisdiction. None of the
Indemnified Parties shall be liable to you, your affiliates or any other person
for any indirect, consequential or punitive damages that may be alleged

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as a result of this Commitment Letter or any element of the Transactions or in
respect of transmission of Informational Materials by Electronic Means except to
the extent resulting from any Indemnified Party's gross negligence or willful
misconduct as determined by a final non-appealable judgment of a court of
competent jurisdiction or breach in bad faith of its obligations hereunder.

      (b) You shall not settle any such claim or action arising out of the
Transactions without the prior written consent of each Indemnified Party
affected thereby, which consent will not be unreasonably withheld, unless such
settlement provides for a full and unconditional release of all liabilities
arising out of such claim or action against such Indemnified Party and does not
include any statement as to or an admission of fault, culpability or failure to
act by or on behalf of any Indemnified Party.

      (c) No Indemnified Party shall have any liability to you or any person
asserting claims by or on behalf of you in connection with or as a result of the
Commitments or any matter referred to in this Commitment Letter except to the
extent that any losses, claims, damages, liabilities or expenses incurred by you
results from the gross negligence or willful misconduct of the Wachovia Parties
in performing the services that are the subject of this Commitment Letter as
determined by a final non-appealable judgment of a court of competent
jurisdiction.

      6. Expenses. You shall reimburse each of the Wachovia Parties, from time
to time on demand, for all reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable legal fees and expenses) of the
Wachovia Parties and all reasonable printing, reproduction, document delivery,
travel, CUSIP, Syndtrak and communication costs incurred in connection with the
syndication and execution of the Facilities and the preparation, review,
negotiation, execution and delivery of this Commitment Letter, the Fee Letter,
the Term Sheet and the Financing Documentation (as defined in the Term Sheet).

      7. Confidentiality. (a) This Commitment Letter and the Fee Letter (the
"Commitment Documents") shall be confidential and may not be disclosed by you in
whole or in part to any person, except for the disclosure hereof or thereof on a
confidential basis to your directors, officers, employees, agents accountants,
attorneys and other professional advisors who have agree to maintain the
confidentiality of the Commitment Documents for the purpose of evaluating,
negotiating or entering into the Transactions or as otherwise required by law,
without our prior written consent; provided that you may disclose, (a) this
Commitment Letter, but not the Fee Letter, on a confidential basis to the board
of directors, officers and advisors of the sellers of the Acquired Companies and
the Acquired Companies in connection with their consideration of the
Transactions and (b) this Commitment Letter, but not the Fee Letter, in any
required filings with the Securities and Exchange Commission and other
applicable regulatory authorities and stock exchanges. The Wachovia Parties
shall be permitted to use information related to the syndication and arrangement
of the Facilities in connection with obtaining a CUSIP number, marketing, press
releases or other transactional announcements or updates provided to investor or
trade publications, subject to confidentiality obligations or disclosure
restrictions reasonably requested by you. Prior to the Closing Date, the
Wachovia Parties shall have the right to review and approve any public
announcement or public filing made by you or your representatives relating to
the Facilities or to any of the Wachovia Parties in connection therewith, before
any such announcement or filing is made (such approval not to be unreasonably
withheld or delayed).

      (b) The Wachovia Parties hereby notify you that pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into
law October 26, 2001) (the "Patriot Act"), each of them is required to obtain,
verify and record information that identifies you.

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      8. Other Services.

      (a) Nothing contained herein shall limit or preclude the Wachovia Parties
or any of their affiliates from carrying on any business with, providing banking
or other financial services to, or from participating in any capacity, including
as an equity investor, in any party whatsoever, including, without limitation,
any competitor, supplier or customer of you or any of your affiliates, or any
other party that may have interests different than or adverse to such parties.

      (b) You acknowledge that the Arranger and its affiliates (the term
"Arranger" as used in this paragraph being understood to include such
affiliates) may be providing debt financing, equity capital or other services
(including financial advisory services) to other companies with which you or
your affiliates may have interests that conflict with yours regarding the
Transactions and otherwise, that the Arranger may act, without violation of its
contractual obligations to you, as it deems appropriate with respect to such
other companies, and that the Arranger has no obligation in connection with the
Transactions to use, or to furnish to you or your subsidiaries, confidential
information obtained from other companies or entities. The Arranger will not use
confidential information obtained from you in connection with the performance by
the Arranger of services for other companies and will not furnish any such
information to other companies. You and your affiliates further acknowledge and
agree that in connection with all aspects of the Transactions and this
Commitment Letter, you and your affiliates, on the one hand, and the Arranger,
on the other hand, have an arm's length business relationship and that the
Arranger has no fiduciary obligation to you and the Arranger is not to act as
your agent or on your behalf.

      9. Acceptance/Expiration of Commitments.

      (a) This Commitment Letter and the commitments, undertakings and
agreements set forth herein, shall automatically terminate at 5:00 p.m. (Eastern
Time, Standard or Daylight, as applicable) on March 2, 2007 (the "Acceptance
Deadline"), without further action or notice unless signed counterparts of this
Commitment Letter and the Fee Letter shall have been delivered to the Arranger.

      (b) In the event this Commitment Letter is accepted by you as provided in
the last paragraph hereof, the Commitments of Wachovia Bank and Wachovia
Investments and the undertakings of Wachovia Securities set forth herein shall
automatically terminate without further action or notice at 5:00 p.m. (Eastern
Time, Daylight or Standard, as applicable) on April 2, 2007, if the Closing Date
shall not have occurred by such time.

      10. Survival. The sections of this Commitment Letter relating to
Indemnification, Expenses, Confidentiality and Other Services shall survive any
termination or expiration of this Commitment Letter or the Commitments of
Wachovia Bank and Wachovia Investments or the undertakings of Wachovia
Securities set forth herein, and the Sections relating to Syndication and
Information shall survive until completion of the syndication of the Facilities.

      11. Governing Law, Etc. This Commitment Letter and the Fee Letter, embody
the entire agreement among the Wachovia Parties and you with respect to the
specific matters set forth above and supersede all prior agreements and
understandings relating to the subject matter hereof. However, the terms and
conditions of the Commitments of Wachovia Bank and Wachovia Investments and the
undertaking of Wachovia Securities hereunder are not limited to those set forth
herein or in the Term Sheet. Those matters that are not covered or made clear
herein or in the Term Sheet or the Fee Letter are subject to mutual agreement of
the parties. No person has been authorized by any of the Wachovia Parties to
make any oral or written statements inconsistent with this Commitment Letter and
the Fee Letter. This Commitment Letter and the Fee Letter shall not be
assignable by you without the prior written consent of the Wachovia Parties, and
any purported assignment without such consent shall be void. This

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Commitment Letter and the Fee Letter are not intended to benefit or create any
rights in favor of any person other than the parties hereto, the Lenders and,
with respect to indemnification, each Indemnified Party. This Commitment Letter
and the Fee Letter may be executed in separate counterparts and delivery of an
executed signature page of this Commitment Letter and the Fee Letter by
facsimile or electronic mail shall be effective as delivery of manually executed
counterpart hereof; provided that such facsimile transmission or electronic mail
transmission shall be promptly followed by the original thereof. This Commitment
Letter and the Fee Letter may only be amended, modified or superseded by an
agreement in writing signed by each of you and the Wachovia Parties that
specifically provides such with reference to this Commitment Letter or the Fee
Letter, as applicable. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WILL BE REQUIRED THEREBY. THE PARTIES HEREBY WAIVE ANY
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS
COMMITMENT LETTER OR THE FEE LETTER. The parties hereto hereby submit to the
non-exclusive jurisdiction of the federal and New York State courts located in
the City of New York (and appellate courts thereof) in connection with any
dispute related to this Commitment Letter or the Fee Letter or any of the
matters contemplated hereby, and agree that service of any process, summons,
notice or document by registered mail addressed to you or each of the Wachovia
Parties shall be effective service of process against you or each of the
Wachovia Parties for any action or proceeding relating to any such dispute. The
parties hereto irrevocably and unconditionally waive any objection to venue of
any such action or proceeding brought in any such court and any claim that any
such action or proceeding has been brought in an inconvenient forum. A final
judgment in any such action or proceeding may be enforced in any other courts
with jurisdiction over you or each of the Wachovia Parties.

                            [Signature Pages Follow]

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      If you are in agreement with the foregoing, please indicate acceptance of
the terms hereof by signing the enclosed counterpart of this Commitment Letter
and returning it to the Arranger, together with executed counterparts of the Fee
Letter, by no later than the Acceptance Deadline.

                                   Sincerely,

                                   WACHOVIA BANK, NATIONAL ASSOCIATION

                                   By: /s/ Jacob Petkovich
                                       ----------------------------------------
                                       Name: Jacob Petkovich
                                       Title: Vice President

                                   WACHOVIA INVESTMENT HOLDINGS, LLC

                                   By: /s/ William A. Luther
                                       ----------------------------------------
                                       Name: William A. Luther
                                       Title: Managing Director

                                   WACHOVIA CAPITAL MARKETS, LLC

                                   By: /s/ William A. Luther
                                       ----------------------------------------
                                       Name: William A. Luther
                                       Title: Managing Director

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Agreed to and accepted as of _______________________, 2007:

BELDEN CDT INC.

By: _____________________________
    Name:
    Title:

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                                                                         ANNEX A

                                  $325 MILLION
                        SENIOR SECURED CREDIT FACILITIES
                    SUMMARY OF PROPOSED TERMS AND CONDITIONS

     Capitalized  terms not otherwise  defined  herein have the same meanings as
     specified  therefor  in the  Commitment  Letter to which  this  Summary  of
     Proposed Terms and Conditions is attached.

BORROWER:               Belden CDT Inc., a Delaware corporation (the
                        "Borrower").

SOLE LEAD ARRANGER AND  Wachovia Capital Markets, LLC will act as sole lead
SOLE BOOKRUNNER:        arranger and sole bookrunner (in such capacity, the
                        "Arranger").

LENDERS:                Wachovia Bank, National Association, Wachovia Investment
                        Holdings, LLC and a syndicate of financial institutions
                        and other entities (each a "Lender" and, collectively,
                        the "Lenders") arranged by the Arranger in consultation
                        with the Borrower.

REVOLVING               Wachovia Bank, National Association (in such capacity,
ADMINISTRATIVE AGENT,   the "Revolving Administrative Agent", the "Issuing Bank"
ISSUING BANK AND        or the "Swingline Lender", as the case may be).
SWINGLINE LENDER:

TERM LOAN               Wachovia Investment Holdings, LLC (in such capacity, the
ADMINISTRATIVE AGENT:   "Term Loan Administrative Agent" and together with the
                        Revolving Administrative Agent, collectively, the
                        "Administrative Agents").

FACILITIES:             Senior secured credit facilities (the "Facilities") in
                        an aggregate principal amount of up to $325 million,
                        such Facilities to consist of:

                        (a)   Revolving Credit Facility. A 5-year revolving
                              credit facility (with subfacilities for standby
                              letters of credit (each, a "Letter of Credit") and
                              swingline loans (each, a "Swingline Loan"), each
                              in a maximum amount to be mutually determined and
                              on terms and conditions consistent with the
                              Amended Existing Credit Facility with compensation
                              to be agreed) in an aggregate principal amount of
                              up to $200 million (the "Revolving Credit
                              Facility"). Letters of Credit will be issued by
                              the Issuing Bank and Swingline Loans will be made
                              available by the Swingline Lender and each Lender
                              will purchase an irrevocable and unconditional
                              participation in each Letter of Credit and
                              Swingline Loan.

                        (b)   Term Loan Facility. A 6-year term loan facility in
                              an aggregate principal amount of up to $125
                              million (the "Term Loan Facility").

USE OF PROCEEDS:        The Facilities will be used (a) to finance the
                        Refinancing, (b) for ongoing working capital
                        requirements and other general corporate purposes
                        including, without limitation, the Acquisitions and (c)
                        to pay fees and expenses in connection with the
                        Refinancing, the

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                        Acquisitions and the Facilities.

AVAILABILITY:           The Revolving Credit Facility will be available on a
                        revolving basis from and after the Closing Date until
                        the final maturity date thereof.

                        The Term Loan Facility will be available in a single
                        draw of up to the full amount of the Term Loan Facility
                        on the Closing Date.

DOCUMENTATION:          The documentation for the Facilities will include, among
                        other items, a credit agreement, guarantees and
                        appropriate pledge, security, mortgage and other
                        collateral documents (collectively, the "Financing
                        Documentation"), all consistent with this Term Sheet.

GUARANTORS:             Substantially the same as the Amended Existing Credit
                        Facility.

SECURITY:               Substantially the same as the Amended Existing Credit
                        Facility.

FINAL MATURITY:         The final maturity of the Revolving Credit Facility will
                        occur on the 5th anniversary of the Closing Date (the
                        "Revolving Credit Maturity Date") and the commitments
                        with respect to the Revolving Credit Facility will
                        automatically terminate on such date.

                        The final maturity of the Term Loan Facility will occur
                        on the 6th anniversary of the Closing Date (the "Term
                        Loan Maturity Date").

AMORTIZATION:           The Revolving Credit Facility will be payable in full
                        upon the Revolving Credit Maturity Date.

                        The Term Loan Facility will amortize in equal quarterly
                        installments in an aggregate annual amount equal to 1 %
                        of the original principal drawn amount of the Term Loan
                        Facility, with the remainder due on the Term Loan
                        Maturity Date.

INCREMENTAL TERM        The Borrower will be entitled during the period of three
LOANS / REVOLVING       (3) years following the Closing Date to incur (a)
FACILITY INCREASE:      additional term loans under a new term facility that
                        will be included in the Facilities (each, an
                        "Incremental Term Loan") and/or (b) increases in the
                        Revolving Credit Facility (each, a "Revolving Facility
                        Increase"), in an aggregate principal amount for all
                        such Incremental Term Loans and Revolving Facility
                        Increases of up to $200 million; provided that (i) no
                        default or event of default exists immediately prior to
                        or after giving effect thereto, (ii) the other terms and
                        documentation in respect of any Incremental Term Loans,
                        to the extent not consistent with the Term Loan
                        Facility, will be reasonably satisfactory to the Term
                        Loan Administrative Agent, (iii) the Administrative
                        Agent shall have received a satisfactory legal opinion
                        of counsel to the Borrower and such other documentation
                        as it deems reasonably necessary to effectuate such
                        increase and (iv) no Lender will be required to provide
                        any such Incremental Term Loan or Revolving Facility
                        Increase. Incremental Term Loans and Revolving Facility
                        Increases shall have the same Guarantees from the
                        Guarantors and will be secured on a pari passu basis by
                        the same Collateral as the

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                        other Facilities.

INTEREST RATES AND FEES: Interest rates and fees in connection with the
                         Facilities will be as specified in the Fee Letter and
                         on Schedule I attached hereto.

MANDATORY PREPAYMENTS    Subject to the next paragraph, the Facilities will be
AND COMMITMENT           required to be prepaid with:
REDUCTIONS:

                         (a)  100% of the net cash proceeds of the issuance or
                              incurrence of debt by the Borrower or any of its
                              subsidiaries, subject to baskets and other
                              exceptions consistent with the Amended Existing
                              Credit Facility; and

                         (b)  100% of the net cash proceeds of all asset sales,
                              insurance and condemnation recoveries and other
                              asset dispositions by the Borrower or any of its
                              subsidiaries, subject to baskets, reinvestment
                              provisions and other exceptions consistent with
                              the Amended Existing Credit Facility.

                         Any mandatory prepayment will be applied first, to
                         reduce the Term Loan Facility and second, to the
                         outstanding principal balance of the Revolving Credit
                         Facility (without a permanent reduction in the
                         aggregate commitment under the Revolving Credit
                         Facility) equal to the aggregate amount of such
                         required prepayments. Any mandatory prepayment of the
                         Term Loan Facility will be applied to the remaining
                         scheduled principal prepayment installments on a pro
                         rata basis.

OPTIONAL PREPAYMENTS     Advances under the Facilities may be prepaid and unused
AND COMMITMENT           commitments under  the Revolving Credit Facility may be
REDUCTIONS:              reduced at any time, in whole or in part, at the option
                         of the Borrower, upon notice and in minimum principal
                         amounts and in multiples to be agreed upon, without
                         premium or penalty (except LIBOR breakage costs). Any
                         optional prepayment of the Term Loan Facility will be
                         applied to the remaining scheduled principal prepayment
                         installments on a pro rata basis.

CONDITIONS TO CLOSING    Closing and the making of the initial extensions of
AND INITIAL EXTENSIONS   credit under the Facilities will be subject to the
OF CREDIT:               satisfaction of conditions precedent usual and
                         customary for facilities of this type, including,
                         without limitation:

                         (a)   (i) Financing Documentation reflecting and
                               consistent with the terms and conditions set
                               forth herein and otherwise reasonably
                               satisfactory to the Borrower and the Lenders,
                               will have been executed and delivered, and the
                               Administrative Agents will have received such
                               customary legal opinions, documents and other
                               instruments as are customary for transactions of
                               this type including, without limitation, a
                               certificate of the chief financial officer of the
                               Borrower as to the solvency of each Loan Party
                               after giving effect to each element of the
                               Transactions and all documents, instruments,
                               reports and policies required to insure,

                                       3

<PAGE>

                              perfect or evidence the Administrative Agents'
                              first priority security interest in the Collateral
                              will have been executed and/or delivered and, to
                              the extent applicable, be in proper form for
                              filing (including UCC and other lien searches,
                              intellectual property searches and insurance
                              policies); (ii) all representations and warranties
                              set forth in the Financing Documentation (A) that
                              contain a materiality qualification shall be true
                              and correct and (B) that do not contain a
                              materiality qualification shall be true and
                              correct in all material respects; (iii) all
                              governmental, shareholder, corporate and material
                              third party consents shall have been obtained;
                              (iv) there shall not be any pending or threatened
                              litigation, bankruptcy or other proceeding that
                              could reasonably be expected to have a material
                              adverse effect; (v) satisfactory review of all
                              corporate documentation and other legal due
                              diligence; (vi) all principal, interest and other
                              amounts outstanding in connection with existing
                              debt of the Loan Parties shall have been paid in
                              full and any liens securing such debt shall be
                              released (excluding the existing subordinated debt
                              securities of the Borrower and certain
                              indebtedness to be agreed upon); and (vii) all
                              fees and expenses due to the Lenders, the
                              Administrative Agents and the Administrative
                              Agents' counsel shall have been paid.

                        (b)   The pro forma capital and ownership structure and
                              the shareholding arrangements of the Borrower and
                              its subsidiaries (and all agreements relating
                              thereto) will be reasonably satisfactory to the
                              Arranger. The Arranger will be satisfied that
                              there are no material restrictions on the ability
                              of any subsidiary of the Borrower to pay dividends
                              or distributions to, or otherwise advance,
                              directly or indirectly, funds to the Borrower. The
                              Arranger will be satisfied with the terms and
                              amounts of any intercompany loans among the Loan
                              Parties and the flow of funds in connection with
                              the closing.

                        (c)   The Arranger will have received, in form and
                              substance reasonably satisfactory to the Arranger,
                              (i) copies of satisfactory audited consolidated
                              financial statements for the Borrower and its
                              subsidiaries for the three fiscal years most
                              recently ended for which financial statements are
                              available and interim unaudited financial
                              statements for each quarterly period ended since
                              the last audited financial statements for which
                              financial statements are available, (ii) pro forma
                              consolidated financial statements for the Borrower
                              and its subsidiaries for the four-quarter period
                              most recently ended prior to the Closing Date for
                              which financial statements are available giving
                              pro forma effect to the Transactions and a pro
                              forma balance sheet of the Borrower and its
                              subsidiaries as of the Closing Date giving pro
                              forma effect to the Transactions and (iii)
                              projections prepared by management of balance
                              sheets, income statements and cashflow statements
                              of the Borrower and its subsidiaries, which will
                              be quarterly for the first fiscal year after the
                              Closing Date and annually thereafter for the term
                              of the Facilities (and

                                       4

<PAGE>

                              which will not be inconsistent with information
                              previously provided to the Arranger).

                        (d)   The Arranger will be reasonably satisfied that,
                              after giving pro forma effect to the Transactions,
                              consolidated EBITDA of the Borrower and its
                              subsidiaries will be at least $225 million for the
                              twelve months ended as of the most recent month
                              end prior to the Closing Date for which financial
                              statements are available.

                        (e)   The Borrower and its subsidiaries shall have paid
                              (or made arrangements satisfactory to the
                              Administrative Agent for the payment of) all
                              principal, interest and other amounts due in
                              connection with the senior notes issued by Belden,
                              Inc. which are outstanding on the Closing Date.

                        (f)   The Arranger not becoming aware of any material
                              information or other matter that is inconsistent
                              in a material and adverse manner with any previous
                              due diligence, information or matter (including
                              any financial information and projections
                              previously delivered to the Arranger).

CONDITIONS TO ALL       Each extension of credit under the Facilities will be
EXTENSIONS OF CREDIT:   subject to the (a) absence of any default and (b)
                        continued accuracy (i) of all representations and
                        warranties that contain a materiality qualification and
                        (ii) in all material respects of representations and
                        warranties that do not contain a materiality
                        qualification.

REPRESENTATIONS AND     Substantially similar to those in the Amended Existing
WARRANTIES:             Credit Facility.

AFFIRMATIVE COVENANTS:  Substantially similar to those in the Amended Existing
                        Credit Facility.

NEGATIVE COVENANTS:     Substantially similar to those in the Amended Existing
                        Credit Facility.

FINANCIAL COVENANTS:    Substantially similar to those in the Amended Existing
                        Credit Facility including, but not limited to, the
                        following:

                        (a)   Maximum Total Leverage Ratio; and

                        (b)   Minimum Fixed Charge Coverage Ratio.

                        The financial covenants will apply to the Borrower and
                        its subsidiaries on a consolidated basis, with
                        definitions and step-ups or step-downs (as applicable)
                        to be mutually agreed upon.

REQUIRED INTEREST RATE  The Borrower will obtain interest rate protection from
HEDGING:                one or more Lenders or others acceptable to the Arranger
                        in respect of not less than 50% of the Term Loan
                        Facility for at least three years on terms to be agreed
                        in the Financing Documentation.

                                       5

<PAGE>

EVENTS OF DEFAULT:      Substantially similar to those in the Amended Existing
                        Credit Facility.

YIELD PROTECTION AND    Substantially the same as in the Amended Existing Credit
INCREASED COSTS:        Facility.

ASSIGNMENTS AND         Each Lender will, subject in certain circumstances to
PARTICIPATIONS:         the approval of the Administrative Agents and the
                        Borrower (such consents not to be unreasonably withheld
                        or delayed), be permitted to make assignments in
                        acceptable minimum amounts; provided that no consent by
                        the Borrower shall be required for assignments (a) to a
                        Lender, an affiliate of a Lender or an approved fund or
                        (b) after the occurrence and during the continuance of
                        an event of default or (c) during the period commencing
                        on the Closing Date and ending on the date that is 90
                        days following the Closing Date. Participations will be
                        permitted without the consent of the Borrower or the
                        Administrative Agents.

REQUIRED LENDERS:       On any date of determination, those Lenders who
                        collectively hold more than 50% of the outstanding loans
                        and unfunded commitments under the Facilities, or if the
                        Facilities have been terminated, those Lenders who
                        collectively hold more than 50% of the aggregate
                        outstandings (the "Required Lenders").

AMENDMENTS AND WAIVERS: Amendments and waivers of the provisions of the
                        Financing Documentation will require the approval of the
                        Required Lenders, except that the consent of all the
                        Lenders directly affected thereby will be required with
                        respect to (a) increases in the commitment of such
                        Lenders, (b) reductions of principal, interest or fees,
                        (c) extensions of scheduled maturities or times for
                        payment, (d) changes in the voting percentages and (e)
                        releases of all or substantially all of the value of the
                        Collateral or Guarantees (other than in connection with
                        transactions permitted pursuant to the Financing
                        Documentation).

INDEMNIFICATION:        Substantially the same as in the Amended Existing Credit
                        Facility.

EXPENSES:               The Loan Parties will reimburse the Arranger and the
                        Administrative Agents (and all Lenders in the case of
                        enforcement costs and documentary taxes) for all
                        reasonable out-of-pocket costs and expenses in
                        connection with the syndication, negotiation, execution,
                        delivery and administration of the Financing
                        Documentation and any amendment or waiver with respect
                        thereto whether or not the Facilities are closed.

GOVERNING LAW AND       New York.
FORUM:

WAIVER OF JURY TRIAL    All parties to the Financing Documentation waive the
AND PUNITIVE AND        right to trial by jury and the right to claim punitive
CONSEQUENTIAL DAMAGES:  or consequential damages.

                                       6

<PAGE>

COUNSEL FOR THE         Moore & Van Allen PLLC.
ARRANGER:

OTHER:                  This Summary of Proposed Terms and Conditions is
                        intended as an outline of certain of the material terms
                        of the Facilities and does not purport to summarize all
                        of the conditions, covenants, representations,
                        warranties and other provisions which would be contained
                        in Financing Documentation for the Facilities.

                                       7
<PAGE>

                                   SCHEDULE I

                               INTEREST AND FEES

INTEREST:               At the Borrower's option, loans (other than Swingline
                        Loans) will bear interest based on the Base Rate or
                        LIBOR, as described below:

                        A. Base Rate Option

                        Interest will be at the Base Rate plus the applicable
                        Interest Margin (as described below). The "Base Rate" is
                        defined as the higher of (a) the Federal Funds Rate, as
                        published by the Federal Reserve Bank of New York plus
                        1/2 of 1% and (b) the prime commercial lending rate of
                        Wachovia Bank, National Association, as established from
                        time to time at is principal U.S. office (which such
                        rate is an index or base rate and will not necessarily
                        be its lowest or best rate charged to its customers or
                        other banks). Interest shall be payable quarterly in
                        arrears and (i) with respect to Base Rate loans based on
                        the Federal Funds Rate, shall be calculated on the basis
                        of the actual number of days elapsed in a year of 360
                        days and (ii) with respect to Base Rate loans based on
                        the prime commercial lending rate of Wachovia Bank,
                        National Association, shall be calculated on the basis
                        of the actual number of days elapsed in a year of
                        365/366 days.

                        Base Rate borrowings will be made on same day notice and
                        will be in minimum amounts to be agreed upon.

                        B. LIBOR Option

                        Interest will be determined for periods ("Interest
                        Periods") of one, two, three or six months as selected
                        by the Borrower and will be at an annual rate equal to
                        the London Interbank Offered Rate ("LIBOR") for the
                        corresponding deposits of U.S. dollars plus the
                        applicable Interest Margin (as described below). LIBOR
                        will be determined by the Administrative Agents at the
                        start of each Interest Period and will be fixed through
                        such period. Interest will be paid at the end of each
                        Interest Period or, in the case of Interest Periods
                        longer than three months, quarterly, and will be
                        calculated on the basis of the actual number of days
                        elapsed in a year of 360 days. LIBOR will be adjusted
                        for maximum statutory reserve requirements (if any).

                        LIBOR borrowings will be made on three business days'
                        prior notice and, in each case, will be in minimum
                        amounts to be agreed upon.

                        Swingline loans will bear interest at the Base Rate plus
                        the applicable Interest Margin.

DEFAULT INTEREST:       At the election of the Required Lenders, upon the
                        occurrence and during the continuance of any event of
                        default, all amounts due and payable with respect to any
                        loan hereunder shall bear interest at a rate per annum
                        of two percent (2%) in excess of the rate then
                        applicable to

                                       1
<PAGE>

                        such loan (including the applicable Interest Margin) and
                        shall be payable on demand of the Administrative Agents.

INTEREST MARGINS:       The initial applicable Interest Margin will be:

                        (a)     if the Borrower's corporate family ratings from
                                Moody's and corporate issuer ratings from S&P on
                                the Closing Date are at least Bl and B+,
                                respectively (in each case with a stable or
                                better outlook), (i) 2.00% in the case of LIBOR
                                loans and (ii) 1.00% in the case of Base Rate
                                loans; or

                        (b)     if the Borrower's corporate family ratings from
                                Moody's and corporate issuer ratings from S&P at
                                closing are not at least as specified in clause
                                (a) above or are unrated, (i) 2.25% in the case
                                of LIBOR loans and (ii) 1.25% in the case of
                                Base Rate loans;

                        provided that after the date on which the Borrower will
                        have delivered financial statements for the first full
                        fiscal quarter after the Closing Date, the Interest
                        Margin with respect to the Revolving Credit Facility
                        will be determined in accordance with a pricing grid to
                        be agreed upon.

COMMITMENT FEE:         A commitment fee (the  "Commitment  Fee") will accrue
                        on the unused amounts of the commitments under the
                        Revolving Credit Facility. Swingline loans will, for
                        purposes of the commitment fee calculations only, not be
                        deemed to be a utilization of the Revolving Credit
                        Facility. Such Commitment Fee will initially be 0.50%
                        per annum and after delivery of financial statements for
                        the first full fiscal quarter ending after the Closing
                        Date will be determined in accordance with the a pricing
                        grid to be agreed upon. All accrued Commitment Fees will
                        be payable quarterly in arrears (calculated on a 360-day
                        basis) for the account of the Lenders under the
                        Revolving Credit Facility and will accrue from the
                        Closing Date.

LETTER OF CREDIT FEES:  The  Borrower  will pay (a) the Issuing  Bank, a
                        fronting fee equal to 12.5 basis points per annum and
                        (b) the Lenders under the Revolving Credit Facility,
                        stand-by letter of credit participation fees equal to
                        the Interest Margin for LIBOR loans under the Revolving
                        Credit Facility, in each case, on the undrawn amount of
                        all outstanding letters of credit. In addition, the
                        Borrower will pay the Issuing Bank customary issuance
                        fees.

OTHER FEES:             The Arranger and the Administrative Agents will receive
                        such other fees as will have been agreed in a fee letter
                        between them and the Borrower.

                                       2
